Common use of Acknowledgment by the Purchaser Clause in Contracts

Acknowledgment by the Purchaser. Each of the Purchaser and the Merger Sub acknowledges that it has conducted to its satisfaction, an independent investigation and verification of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Company and its Subsidiaries and, in making its determination to proceed with the transactions contemplated by this Agreement, the Purchaser and the Merger Sub have relied on the results of their own independent investigation and verification and the representations and warranties of the Company expressly and specifically set forth in Article III, as qualified by the Disclosure Schedules attached hereto. SUCH REPRESENTATIONS AND WARRANTIES BY THE COMPANY CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES TO THE PURCHASER AND THE MERGER SUB IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, AND THE PURCHASER AND THE MERGER SUB UNDERSTAND, ACKNOWLEDGE AND AGREE THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESSED OR IMPLIED (INCLUDING, BUT NOT LIMITED TO, ANY RELATING TO THE FUTURE OR HISTORICAL FINANCIAL CONDITION, RESULTS OF OPERATIONS, PROJECTIONS OR FORECASTS WITH RESPECT TO THE REVENUES, ASSETS OR LIABILITIES OF THE COMPANY OR ANY OF ITS SUBSIDIARIES, OR THE QUALITY, QUANTITY OR CONDITION OF THE COMPANY'S OR ITS SUBSIDIARIES' ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE COMPANY AND THE STOCKHOLDERS AND SHALL NOT FORM THE BASIS OF ANY CLAIM AGAINST THE COMPANY, ITS SUBSIDIARIES OR ANY OF ITS ADVISORS OR AFFILIATES, INCLUDING, WITHOUT LIMITATION, ITS STOCKHOLDERS, XXXXX XXXXXXX & CO., OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES WITH RESPECT THERETO OR WITH RESPECT TO ANY RELATED MATTER. THE COMPANY AND THE STOCKHOLDERS DO NOT MAKE OR PROVIDE, AND THE PURCHASER AND THE MERGER SUB HEREBY WAIVE, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION OF THE COMPANY'S OR ITS SUBSIDIARIES' ASSETS OR ANY PART THEREOF. With respect to any projection or forecast delivered by or on behalf of the Company and its Subsidiaries to the Purchaser and Merger Sub, each of the Purchaser and Merger Sub acknowledges that (x) there are uncertainties inherent in attempting to make such projections and forecasts, (y) the accuracy and correctness of such projections and forecasts may be affected by information which may become available through discovery or otherwise after the date of such projections and forecasts and (z) it is familiar with each of the foregoing.

Acknowledgment by the Purchaser. Each of the Purchaser and the Merger Sub acknowledges that it has conducted to its satisfaction, an independent investigation and verification of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Company and its Subsidiaries and, in making its determination to proceed with the transactions contemplated by this Agreement, the Purchaser and the Merger Sub have relied on the results of their own independent investigation and verification and the representations and warranties of the Company expressly and specifically set forth in Article IIIARTICLE IV (Representations and Warranties of the Company), as qualified by the Disclosure Schedules attached hereto. SUCH REPRESENTATIONS AND WARRANTIES BY THE COMPANY CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE COMPANY TO THE PURCHASER AND THE MERGER SUB IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, AND THE PURCHASER AND THE MERGER SUB UNDERSTAND, ACKNOWLEDGE AND AGREE THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESSED OR IMPLIED (INCLUDING, BUT NOT LIMITED TO, ANY RELATING TO THE FUTURE OR HISTORICAL FINANCIAL CONDITION, RESULTS OF OPERATIONS, PROJECTIONS OR FORECASTS WITH RESPECT TO THE REVENUES, ASSETS OR LIABILITIES OF THE COMPANY OR ANY OF ITS SUBSIDIARIES, OR THE QUALITY, QUANTITY OR CONDITION OF THE COMPANY'S ’S OR ITS SUBSIDIARIES' ’ ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE COMPANY COMPANY, THE SELLERS AND THE STOCKHOLDERS REPRESENTATIVE AND SHALL NOT (EXCEPT AS OTHERWISE EXPRESSLY REPRESENTED TO IN THIS AGREEMENT) FORM THE BASIS OF ANY CLAIM AGAINST THE COMPANY, ITS SUBSIDIARIES OR ANY OF ITS ADVISORS ADVISORS, AFFILIATES OR AFFILIATESTHE SELLERS, INCLUDING, WITHOUT LIMITATION, ITS STOCKHOLDERS, XXXXX XXXXXXX & CO.THE REPRESENTATIVE, OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES WITH RESPECT THERETO OR WITH RESPECT TO ANY RELATED MATTER. EXCEPT FOR THE COMPANY REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE IV (REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS DO NOT MAKE COMPANY) HEREOF, NEITHER THE COMPANY, NOR THE SELLERS OR PROVIDEREPRESENTATIVE MAKES OR PROVIDES, AND THE PURCHASER AND THE MERGER SUB HEREBY WAIVE, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION OF THE COMPANY'S ’S OR ITS SUBSIDIARIES' ’ ASSETS OR ANY PART THEREOF. With respect to any projection or forecast delivered by or on behalf of the Company and its Subsidiaries to the Purchaser and Merger Sub, each of the Purchaser and Merger Sub acknowledges that (xw) there are uncertainties inherent in attempting to make such projections and forecasts, (yx) the accuracy and correctness of such projections and forecasts may be affected by information which may become available through discovery or otherwise after the date of such projections and forecasts and forecasts, (zy) it is familiar with each of the foregoingforegoing and (z) except for the representations and warranties set forth in ARTICLE IV (Representations and Warranties of the Company) hereof, none of the Company, the Sellers or the Representative is making any representation or warranty with respect to such projections or forecasts, including the reasonableness of the assumptions underlying such projections or forecasts.

Acknowledgment by the Purchaser. Each of the (a) The Purchaser and the Merger Sub acknowledges that it has conducted conducted, to its satisfaction, an independent investigation and verification of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Company Analyst Business. Seller acknowledges and its Subsidiaries andunderstands that BDO Seidman, LLP has reviewed but will xxx xxdit the financial statements set forth in Schedule 4.1.4 until after the Closing Date. In making its determination to proceed with the transactions contemplated by this Agreement, the Purchaser and the Merger Sub have has relied on the results of their its own independent investigation and verification and the representations and warranties of the Company Seller expressly and specifically set forth in Article IIIthis Agreement, as qualified by including the Disclosure Schedules attached hereto. SUCH REPRESENTATIONS AND WARRANTIES BY . (b) WITHOUT LIMITING THE COMPANY CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES TO GENERALITY OF SECTION 7.1 OF THIS AGREEMENT, THE PURCHASER ACKNOWLEDGES AND THE MERGER SUB IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, AND THE PURCHASER AND THE MERGER SUB UNDERSTAND, ACKNOWLEDGE AND AGREE AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF IT IS NOT RELYING UPON ANY KIND REPRESENTATION OR NATURE EXPRESSED OR IMPLIED (INCLUDING, BUT NOT LIMITED TO, ANY RELATING TO THE FUTURE OR HISTORICAL FINANCIAL CONDITION, RESULTS OF OPERATIONS, PROJECTIONS OR FORECASTS WITH RESPECT TO THE REVENUES, ASSETS OR LIABILITIES WARRANTY OF THE COMPANY SELLER (OTHER THAN AS SET FORTH IN SECTION 4.1) OR ANY OF ITS SUBSIDIARIES, REPRESENTATION OR THE QUALITY, QUANTITY OR CONDITION WARRANTY OF THE COMPANYSELLER'S OR ITS SUBSIDIARIES' ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE COMPANY AND THE STOCKHOLDERS AND SHALL NOT FORM THE BASIS OF ANY CLAIM AGAINST THE COMPANY, ITS SUBSIDIARIES OR ANY OF ITS ADVISORS OR AFFILIATES, AGENTS OR ADVISORS (INCLUDING, WITHOUT LIMITATION, ITS STOCKHOLDERSANY INFORMATION, XXXXX XXXXXXX & CO.PROJECTION OR PROMISE CONTAINED IN ANY INFORMATIONAL MEMORANDUM OR OTHER MATERIAL DELIVERED BY OR ON BEHALF OF THE SELLER). EXCEPT AS SET FORTH IN SECTIONS 7.1, OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES WITH RESPECT THERETO OR WITH RESPECT TO ANY RELATED MATTER. 7.2 AND 7.3, THE COMPANY AND THE STOCKHOLDERS DO NOT MAKE OR PROVIDESELLER IS SELLING, AND THE PURCHASER AND IS ACQUIRING, THE MERGER SUB HEREBY WAIVEPURCHASED ASSETS ON AN "AS IS, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS WHERE IS" BASIS. (c) THE PURCHASER ACKNOWLEDGES THAT THE PURCHASED ASSETS ARE INSUFFICIENT TO OPERATE THE QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION ANALYST BUSINESS IN ACCORDANCE WITH PAST PRACTICE. THE PURCHASER FURTHER ACKNOWLEDGES THAT THE SELLER IS RETAINING ASSETS THAT WERE USED IN THE OPERATION OF THE COMPANY'S OR ITS SUBSIDIARIES' ASSETS OR ANY PART THEREOF. With respect to any projection or forecast delivered by or on behalf of the Company and its Subsidiaries to the Purchaser and Merger SubANALYST BUSINESS, each of the Purchaser and Merger Sub acknowledges that (x) there are uncertainties inherent in attempting to make such projections and forecastsINCLUDING WITHOUT LIMITATION, (y) the accuracy and correctness of such projections and forecasts may be affected by information which may become available through discovery or otherwise after the date of such projections and forecasts and (z) it is familiar with each of the foregoingFACILITIES, PERSONNEL AND SERVICES.

Acknowledgment by the Purchaser. (a) Each of the Purchaser and the Merger Sub acknowledges that it has conducted to its satisfaction, satisfaction an independent investigation and verification of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Company and its Subsidiaries Subsidiaries, and, in making its determination to proceed with the transactions contemplated by this Agreement, the Purchaser and the Merger Sub have relied solely on the results of their own independent investigation and verification and the representations and warranties of the Company expressly and specifically set forth in Article IIIARTICLE V, as qualified by the attached Disclosure Schedules attached heretoSchedules. SUCH REPRESENTATIONS The representations and warranties by the Company expressly and specifically set forth in ARTICLE V constitute the sole and exclusive representations, warranties, and statements of any kind of any of the Company in connection with the transactions contemplated hereby, and the Purchaser and the Merger Sub understand, acknowledge and agree that all other representations, warranties, and statements of any kind or nature expressed or implied (including any relating to the future or historical financial condition, results of operations, prospects, assets or liabilities of the Company or any of its Subsidiaries, or the quality, quantity or condition of the Company’s or its Subsidiaries’ assets) are specifically disclaimed by the Company and the Stockholders (including the Representative) and the Optionholders. THE PURCHASER, THE MERGER SUB AND THEIR RESPECTIVE NON-RECOURSE PARTIES EACH UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT NONE OF THE STOCKHOLDERS (INCLUDING THE REPRESENTATIVE), THE OPTIONHOLDERS NOR ANY OF THEIR RESPECTIVE NON-RECOURSE PARTIES (EXCEPT FOR THE COMPANY), HAVE MADE ANY REPRESENTATIONS, WARRANTIES BY OR STATEMENTS OF ANY KIND OR NATURE EXPRESS OR IMPLIED (INCLUDING ANY RELATING TO THE FUTURE OR HISTORICAL FINANCIAL CONDITION, RESULTS OF OPERATIONS, PROSPECTS, ASSETS OR LIABILITIES OF THE COMPANY CONSTITUTE OR ANY OF ITS SUBSIDIARIES OR THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES QUALITY, QUANTITY OR CONDITION OF THE COMPANY’S OR ITS SUBSIDIARIES’ ASSETS) TO THE PURCHASER AND THE MERGER SUB IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY. Neither any of the Stockholders or the Optionholders nor, AND except for the representations and warranties of the Company expressly set forth in ARTICLE V, the Company make or provide, and the Purchaser and the Merger Sub hereby waive, any warranty or representation, express or implied, as to the quality, merchantability, fitness for a particular purpose, conformity to samples, or condition of the Company’s or its Subsidiaries’ assets or any part thereof. THE PURCHASER AND THE MERGER SUB UNDERSTAND, SPECIFICALLY ACKNOWLEDGE AND AGREE THAT ALL OTHER THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE COMPANY SET FORTH IN ARTICLE V, (X) THE PURCHASER AND THE MERGER SUB ARE ACQUIRING THE COMPANY ON AN “AS IS, WHERE IS” BASIS AND (Y) NONE OF THE COMPANY, THE STOCKHOLDERS (INCLUDING THE REPRESENTATIVE), THE OPTIONHOLDERS NOR ANY KIND OR NATURE EXPRESSED OR IMPLIED OTHER PERSON (INCLUDING, BUT NOT LIMITED TOANY EQUITYHOLDER, OFFICER, DIRECTOR, MANAGER, EMPLOYEE OR AGENT OF ANY OF THE FOREGOING, WHETHER IN ANY INDIVIDUAL, CORPORATE OR ANY OTHER CAPACITY) IS MAKING, AND NEITHER THE PURCHASER NOR THE MERGER SUB IS RELYING ON, ANY RELATING REPRESENTATIONS, WARRANTIES, OR OTHER STATEMENTS OF ANY KIND WHATSOEVER, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO THE FUTURE OR HISTORICAL FINANCIAL CONDITION, RESULTS OF OPERATIONS, PROJECTIONS OR FORECASTS WITH RESPECT TO THE REVENUES, ASSETS OR LIABILITIES OF ANY MATTER CONCERNING THE COMPANY OR ANY OF ITS SUBSIDIARIES, THIS AGREEMENT OR THE QUALITYTRANSACTIONS CONTEMPLATED HEREBY, QUANTITY OR CONDITION OF THE COMPANY'S ACCURACY OR ITS SUBSIDIARIES' ASSETS) ARE SPECIFICALLY DISCLAIMED BY THE COMPANY AND THE STOCKHOLDERS AND SHALL NOT FORM THE BASIS COMPLETENESS OF ANY CLAIM AGAINST INFORMATION PROVIDED TO (OR OTHERWISE ACQUIRED BY) THE COMPANY, ITS SUBSIDIARIES PURCHASER OR THE MERGER SUB OR ANY OF ITS ADVISORS OR AFFILIATESTHE PURCHASER’S REPRESENTATIVES. (b) Neither the Company, INCLUDINGnor any of the Stockholders (including the Representative) or Optionholders, WITHOUT LIMITATIONnor any equityholder, ITS STOCKHOLDERSofficer, XXXXX XXXXXXX & CO.director, OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES WITH RESPECT THERETO OR WITH RESPECT TO ANY RELATED MATTER. THE COMPANY AND THE STOCKHOLDERS DO NOT MAKE OR PROVIDEmanager, AND THE PURCHASER AND THE MERGER SUB HEREBY WAIVEemployee or agent of any of the foregoing, ANY WARRANTY OR REPRESENTATIONwhether in an individual, EXPRESS OR IMPLIEDcorporate or any other capacity, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION OF THE COMPANY'S OR ITS SUBSIDIARIES' ASSETS OR ANY PART THEREOF. With respect will have or be subject to any projection liability or forecast delivered indemnification obligation to the Purchaser or the Merger Sub or any other Person resulting from (nor shall the Purchaser or the Merger Sub have any claim with respect to) the distribution to the Purchaser or the Merger Sub, or the Purchaser’s or the Merger Sub’s use of, or reliance on, any information, documents, projections, forecasts or other material made available to the Purchaser or the Merger Sub in certain “data rooms,” confidential information memoranda or management presentations in expectation of, or in connection with, the transactions contemplated by this Agreement, regardless of the legal theory under which such liability or on behalf obligation may be sought to be imposed, whether sounding in contract or tort, or whether at law or in equity, or otherwise. (c) In connection with the investigation by the Purchaser and the Merger Sub of the Company and its Subsidiaries to Subsidiaries, the Purchaser and the Merger SubSub have received or may receive from the Company or its Subsidiaries certain projections, each of the forward-looking statements and other forecasts and certain business plan information. The Purchaser and the Merger Sub acknowledges acknowledge that (x) there are uncertainties inherent in attempting to make such estimates, projections and forecastsother forecasts and plans, (y) that the Purchaser and the Merger Sub are familiar with such uncertainties, that the Purchaser and the Merger Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy and correctness of such all estimates, projections and forecasts may be affected by information which may become available through discovery or otherwise after the date of such projections and other forecasts and plans so furnished to it (zincluding the reasonableness of the assumptions underlying such estimates, projections, forecasts or plans), and that the Purchaser and the Merger Sub shall have no claim against anyone with respect thereto, other than claims with respect to fraud. Accordingly, the Purchaser and the Merger Sub acknowledge that neither the Company nor any of the Stockholders (including the Representative) it is familiar with each or the Optionholders, nor any equityholder, officer, director, manager, employee or agent of any of the foregoing, whether in an individual, corporate or any other capacity, make any representation, warranty, or other statement with respect to, and neither the Purchaser nor the Merger Sub is relying on, such estimates, projections, forecasts or plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts or plans). (d) The Purchaser, on behalf of itself and all of its Affiliates (including the Company and its Subsidiaries after the Closing), releases the Sun Manager, its Affiliates and each of their respective equityholders, officers, managers, directors, employees or agents, whether in any individual, corporate or other capacity, effective as of the Closing from any and all Losses of any kind so whatsoever in connection with any actions taken or omitted to be taken at any time prior to the Closing, including with respect to the Consulting Agreement, except as provided in Section 11.01. (e) Notwithstanding anything contained herein, the Purchaser is not releasing any right or claims it may have against the Stockholders, the Optionholders or any other Person, with respect to fraud.